TOGA definition
Examples of TOGA in a sentence
Copies of all existing gas sales contracts of TOGA have been previously delivered to the Agent.
If any judgment in favor of the Lenders, the Holders, the Agent or the Collateral Agent, or with respect to the Obligations or any other obligations of Borrower or TOGA under this Agreement cannot, for any reason, be entered in terms of Dollars, the parties hereto expressly agree that the amount of such judgment as denominated in a currency other than Dollars shall be determined using the rate of exchange for such other currency viz Dollars on the date of entry of judgment.
Borrower has disclosed to Agent and Lenders that Borrower and TOGA have asserted certain claims in the Tri-Star Litigation that, among other things, the Project Properties are not being operated in a good and workmanlike manner in compliance with the Project JOA and applicable laws, rules and regulations.
Except as heretofore disclosed in writing by Borrower to Agent, no Eligible Proved Property is subject to a gas balancing arrangement under which an imbalance exists, with respect to which imbalance TOGA is in an overproducing status and is required to (i) permit one or more third parties to take a portion of the production attributable to such Collateral Property without payment (or without full payment) therefor and/or (ii) make payment in cash, in order to correct such imbalance.
To the extent not advanced or reimbursed by a Related Party as Inter-company Debt or a Capital Contribution to TOGA, TOGA will not, in the aggregate, expend amounts exceeding $100,000 per year other than those amounts specifically contemplated in the Approved Plan of Development, excluding any amounts funded by Borrower as a capital contribution to TOGA.
TOGA will not sell, transfer, lease, exchange, discount, assign, abandon, surrender, alienate or dispose of any interest in the Project or any material interest therein, including without limitation the Collateral, without the express written consent of Agent except for any equipment or other tangible personal property which is replaced by comparable equipment or other tangible personal property of equal or greater mutability or value.
Except as expressly contemplated in the Loan Documents, no consent, approval, authorization or order of, and no notice to or filing with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by Borrower, TOGC or TOGA of any Loan Documents to which it is a party or to consummate any transactions contemplated by the Loan Documents to which it is a party.
This Agreement and the Confidentiality Agreement, among the Company, TOGA, Purchaser and Seller, dated as of April 11, 2005, constitute the entire agreement, and supersede all prior agreements and understandings (written and oral), among the parties with respect to the subject matter of this Agreement.
Each of Borrower and TOGA shall, as a separate and independent obligation which shall not be merged in any such judgment or order, pay or cause to be paid the amount not so discharged in accordance with the foregoing and indemnify and hold harmless any Lender, any Holder, the Agent or the Collateral Agent against any loss or damage as a result of any such amount being paid in currency of any other country.
TOGA has no reasonable basis to believe that any Governmental Approvals which have not been obtained by Tri-Star as of the date of this Agreement, but which will be required in the future, will not be obtained in due course on or prior to the commencement of the appropriate stage of the expansion of the Project or that they will not be free from any condition or requirements, compliance with which could reasonably be expected to have a Material Adverse Effect on TOGA.